Video here: https://tinyurl.com/rn32ymg (Recorded live on April 2nd, 2020) Your company was in the middle of a capital raise or M&A process when the COVID-19 crisis struck. The deal falls apart. What do you do? Vitaly M. Golomb, Managing Partner at GS Capital (moderator) Giovanni Soleti, Managing Partner at GS Capital, discussed his experience in previous crisis periods and how companies are sold in tough market conditions. Louis Lehot is one of the leading corporate attorneys in Silicon Valley and the Founder of L2 Counsel. He addressed best practices and key legal considerations.

1. April 2nd, 2020
Is it time for a fire sale
of your company?
When do you start and what do you do?

2. Agenda
1. Definition
2. Cost Reduction
3. Communication
4. Employment Contracts
5. Investor Relationship
6. Decision Making
7. Expectations
8. Emotions
9. Transparency
10. Legal Considerations
11. Leadership
Giovanni Soleti
Managing Partner
Louis Lehot
Founder

3. Before we start…
Slides and recording will be sent out after the webcast
Use the Q&A function
Contacts: g.soleti@gscap.co and louis.lehot@L2counsel.com

4. Sale of company at a price that is well
below market value (and likely for less
than the preference stack)
Investors are not going to get their
money back
Common is out of the money and
wiped out
1. Definition of
Fire Sale

5. Source: London Business School - The economics of a pandemic: the case of Covid-19 by Paolo Surico and Andrea Galeotti
Reduce Cost as quick as possible!
Team
Overhead
Expansion
Marketing
Sales Salary
Vendors
2. Cost
Reduction

6. Internal communication
Communication with shareholders & board
External communication
3. Communication

7. Customer, supplier, license,
commercial, employment,
consulting,
corporate,
investor agreements
4. Agreements

8. Get Consensus
Deal with Nay-sayer
5. Investors &
Shareholders

9. Take a decision,
agree with the board, shareholders,
& move forward
Management carve-out plan?
6. Decision
Making

10. Don’t burn bridges
7. Set the right Expectations

11. Keep your emotions at check!
8. Emotions
8. Emotions

12. Be transparent and constantly in touch
with your investors. Lack of
communication makes people think you
are hiding something and cutting side-
deals. Build trust!
9. Transparency

13. 10. Legal
Considerations
Entity deal, asset deal, licensing deal?
Who is in the deal, who is out?
Management carve-out plan?
Sign-on bonuses?
Disclose everything!
Skeletons will come out of the closet...
What to do with what remains?

14. Lead your team through rough times
11. Leadership

17. Q&A
Giovanni Soleti
Managing Partner
Louis Lehot
Founder

18. Thank you.
Louis Lehot
Founder
P: 650.796.7280
www.l2counsel.com
louis.lehot@l2counsel.com
Giovanni Soleti
Managing Partner
P: 305.924.6100
www.gscap.co
g.soleti@gscap.co
For more information: